Item 1.02. Termination of a Material Definitive Agreement.

On March 6, 2022, the Parties entered into a Termination of Agreement and Plan of Merger (the "Termination Agreement") pursuant to which, due to market conditions, the parties agreed to terminate the Merger Agreement effective as of such date, after taking several factors into consideration. Pursuant to the Termination Agreement, Tomorrow.io will pay the Company $1,500,000 upon the earliest to occur of (a) 120 days from the date of the Termination Agreement, (b) two business days after the initial closing of Tomorrow.io's Next Financing (as defined in the Termination Agreement) and (c) immediately prior to the consummation of a Change of Control (as defined in the Termination Agreement).

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, and certain agreements entered into in connection with the Merger Agreement, including, but not limited to, the Parent Support Agreement, dated as of December 7, 2021, by and among the Company, Tomorrow.io and Pine Technology Sponsor LLC, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, Merger Sub, Tomorrow.io and certain Tomorrow.io stockholders, and the Subscription Agreements, dated December 7, 2021, by and among the Company and certain investors, will either be terminated or no longer be effective, as applicable, in accordance with their respective terms.

The Company intends to continue to pursue the consummation of a business combination with an appropriate target.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on December 7, 2021, and the Termination Agreement, which is filed herewith as Exhibit 10.1, each of which is incorporated by reference herein.




Item 8.01 Other Events

On March 7, 2022, the Company and Tomorrow.io issued a press release announcing the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                 Description
10.1            Termination of Agreement and Plan of Merger, dated as of March 6,
              2022, by and among The Tomorrow Companies Inc., Pine Technology
              Acquisition Corp. and Pine Technology Merger Corp.
99.1            Press Release, dated as of March 7, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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